**Exhibit 10.2**

 

BRUKERCORPORATION

 

FORM OFSTOCK OPTION AGREEMENT

 

UNDER2010 INCENTIVE COMPENSATION PLAN

 

NON-QUALIFIEDSTOCK OPTION

 

AGREEMENT entered into [**       **]by and between Bruker Corporation, a Delaware corporation with a principalplace of business in Billerica, Massachusetts (the “Company”), and theundersigned (the “Participant”) employee, officer, director, consultant oradvisor of the Company or one of its subsidiaries (the Company and itssubsidiaries herein together referred to as the “Company”).

 

1.             TheCompany desires to grant the Participant a non-qualified stock option under theCompany’s 2010 Incentive Compensation Plan (the “2010 Plan”) to acquire sharesof the Company’s common stock, $.01 par value per share (the “Shares”).

 

2.             Section 6of the 2010 Plan provides that each option is to be evidenced by an optionagreement, setting forth the terms and conditions of the option.

 

ACCORDINGLY, in consideration of the premises and ofthe mutual covenants and agreements contained herein, the Company and theParticipant hereby agree as follows:

 

1.             Grantof Option.  The Company herebyirrevocably grants under the 2010 Plan and subject to the terms and conditionsof the 2010 Plan to the Participant a non-qualified stock option (the “Option”)to purchase all or any part of an aggregate of [**       **]Shares on the terms and conditions hereinafter set forth.  This option shall not be treated as anincentive stock option under Section 422 of the Internal Revenue Code of1986, as amended (the “Code”).

 

2.             PurchasePrice.  The purchase price (“PurchasePrice”) for the Shares covered by the Option shall be $[**    **]per Share.

 

3.             Timeof Exercise of Option.

 

(a)           TheOption shall not be exercisable prior to one (1) year from grant.  Thereafter, the Option shall only beexercisable as follows:

 
| ** **                | ** ** | **Percentage of**   | ** ** | ** **     | ** ** |
|---------------------------|------------|--------------------------|------------|----------------|------------|
| ** **                | ** ** | **Shares Becoming** | ** ** | **Cumulative** | ** ** |
| ** **                | ** ** | **Available for**   | ** ** | **Percentage** | ** ** |
| **On or After** | ** ** | **Exercise**             | ** ** | **Available**  | ** ** |
| 12 months                 |       | 20                       | %          | 20             | %          |
| 24 months                 |       | 20                       | %          | 40             | %          |
| 36 months                 |       | 20                       | %          | 60             | %          |
| 48 months                 |       | 20                       | %          | 80             | %          |
| 60 months                 |       | 20                       | %          | 100            | %          |

 

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4.                Termof Options; Exercisability.

 

(a)               Term.

 

(1)               EachOption shall expire not more than ten (10) years from the date of thegranting thereof, but shall be subject to earlier termination as hereinprovided.

 

(2)               Exceptas otherwise provided in this Section 4, if the Participant ceases to havethe same relationship with the Company which was in existence on the date theOption was granted, the Option granted to the Participant hereunder shallterminate on the date that is sixty (60) days after the Participant ceases tohave such relationship with the Company, or on the date on which the Optionexpires by its terms, whichever occurs first, and such Option shall not beexercisable after such date.

 

(3)               Ifsuch termination of relationship is because the Participant has becomepermanently disabled (within the meaning of Section 22(e)(3) of theCode), the Option shall terminate sixty (60) days from the date the Participantceases to be a Participant, or on the date on which the Option expires by itsterms, whichever occurs first.

 

(4)               Ifthe relationship of the Participant with the Company is terminated “for cause”,all outstanding and unexercised portions of the Option as of the time theParticipant is notified that the Participant’s service is terminated “for cause”will immediately be forfeited. For purposes of this Agreement, “cause” shallinclude (and is not limited to) dishonesty with respect to the Company or anyof its affiliates, breach of fiduciary duty, insubordination, substantialmalfeasance or non-feasance of duty, unauthorized disclosure of confidentialinformation, material failure or refusal to comply with Company’s publishedpolicies generally applicable to all employees, and conduct materially harmfulto the business of the Company or any of its affiliates. The determination ofthe Compensation Committee (as defined in the 2010 Plan) as to the existence of“cause” will be conclusive on the Participant and the Company. In addition, “cause”is not limited to events which have occurred prior to the Participant’stermination of service, nor is it necessary that the Compensation Committee’sfinding of “cause” occur prior to termination. If the Compensation Committee determines, subsequent to the Participant’stermination of service but prior to the exercise of the Option, or any portionthereof, that either prior or subsequent to the Participant’s termination theParticipant engaged in conduct which would constitute “cause”, then the rightto exercise any outstanding unexercised portion of the Option will beimmediately forfeited.  Notwithstandingthe foregoing, any definition in an agreement between the Participant and theCompany which (i) contains a conflicting definition of “cause” fortermination and (ii) is in effect at the time of such termination shallsupersede the definition in this Agreement with respect to the Participant.

 

(5)               Inthe event of the death of the Participant, the Option granted to theParticipant shall terminate ninety (90) days from the date of death, or on thedate on which the Option expires by its terms, whichever occurs first.

 

(b)              Exercisability.

 

(1)               Ifthe Participant ceases to have the same relationship with the Company which wasin existence on the date the Option was granted, the Option granted to theParticipant hereunder shall be exercisable only to the extent that the right topurchase Shares under such Option has accrued and is in effect on the date suchParticipant ceases to have such relationship with the Company.

 

(2)               Nopartial exercise may be made for less than fifty (50) full Shares.

 

(3)               Inthe event of the death of the Participant, the Option granted to suchParticipant may be exercised by the estate of such Participant, or by anyperson or persons who acquired the right to exercise such Option by bequest orinheritance or by reason of the death of such Participant.

 

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5.                Mannerof Exercise of Option.

 

(a)               Tothe extent that the right to exercise the Option has accrued and is in effect,the Option may be exercised in full or in part by giving written notice to theCompany stating the number of Shares exercised and accompanied by payment infull for such Shares.  Payment shall bemade (a) in cash or by check payable to the order of the Company, (b) atthe discretion of the Compensation Committee, and so long as there is noadverse tax or accounting impact to the Company, by delivery of Shares owned bythe Participant having a fair market value equal in amount to the exerciseprice of the Option being exercised and having been held by the Participant forat least six months, (c) at the discretion of the Compensation Committee,by delivery of a properly executed exercise notice to the Company, togetherwith a copy of irrevocable instructions to a broker to deliver promptly to theCompany the amount of sale or loan proceeds to pay the exercise price, (d) atthe discretion of the Compensation Committee, by a “net exercise” arrangementpursuant to which the Company will reduce the number of Shares issued uponexercise by the largest whole number of Shares with a fair market value thatdoes not exceed the aggregate exercise price, together with cash or otherpayment from the Participant to the extent of any remaining balance of theaggregate exercise price not satisfied by such reduction in the number of wholeShares, or (e) at the discretion of the Compensation Committee, by anycombination of (a), (b), (c) and (d) above. Upon such exercise,delivery of a certificate for paid-up, non-assessable Shares shall be made atthe principal office of the Company to the person exercising the Option, notmore than thirty (30) days from the date of receipt of the notice by theCompany.

 

(b)              TheCompany shall at all times during the term of the Option reserve and keep availablesuch number of Shares of its common stock as will be sufficient to satisfy therequirements of the Option.  TheParticipant shall not have any of the rights of a stockholder of the Company inrespect of the Shares until one or more certificates for such Shares shall bedelivered to him or her upon the due exercise of the Option.

 

6.                Non-Transferability.  The right of the Participant to exercise theOption shall not be assignable or transferable by the Participant otherwisethan by will or the laws of descent and distribution, and the Option may beexercised during the lifetime of the Participant only by him or her.  The Option shall be null and void and withouteffect upon the bankruptcy of the Participant or upon any attempted assignmentor transfer, except as hereinabove provided, including without limitation anypurported assignment, whether voluntary or by operation of law, pledge,hypothecation or other disposition contrary to the provisions hereof, or levyof execution, attachment, trustee process or similar process, whether legal orequitable, upon the Option.

 

7.                RepresentationLetter and Investment Legend.

 

(a)               Inthe event that for any reason the Shares to be issued upon exercise of theOption shall not be effectively registered under the Securities Act of 1933(the “1933 Act”), upon any date on which the Option is exercised in whole or inpart, the person exercising the Option shall give a written representation tothe Company in the form attached hereto as Exhibit 1 and the Company shallplace an “investment legend”, so-called, as described in Exhibit 1, uponany certificate for the Shares issued by reason of such exercise.

 

(b)              TheCompany shall be under no obligation to qualify Shares or to cause aregistration statement or a post-effective amendment to any registrationstatement to be prepared for the purposes of covering the issue of Shares.

 

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8.                Adjustmentson Changes in Recapitalization, Reorganization and the Like.  Adjustments on Changes in Recapitalization,Reorganization and the Like shall be made in accordance with Section 13 ofthe 2010 Plan, as in effect on the date of this Agreement.

 

9.                NoSpecial Rights.  Nothing contained inthe 2010 Plan or this Agreement shall be construed or deemed by any personunder any circumstances to bind the Company to continue the employment or otherrelationship of the Participant for the period within which this Option may beexercised.

 

10.              Rightsas a Shareholder.  The Participantshall have no rights as a shareholder with respect to any Shares which may bepurchased by exercise of this Option unless and until a certificate orcertificates representing such Shares are duly issued and delivered to theParticipant.  Except as otherwiseexpressly provided in the 2010 Plan, no adjustment shall be made for dividendsor other rights for which the record date is prior to the date such stockcertificate is issued.

 

11.              WithholdingTaxes.  Whenever Shares are to beissued upon exercise of this Option, the Company shall have the right torequire the Participant to remit to the Company an amount sufficient to satisfyall Federal, foreign, state and local withholding tax requirements prior to thedelivery of any certificate or certificates for such Shares.

 

IN WITNESS WHEREOF, the Company has caused thisAgreement to be executed and its corporate seal to be hereto affixed by itsofficer thereunto duly authorized, and the Participant has hereunto set his orher hand and seal, all as of the day and year first above written.

 

| PARTICIPANT    |   | BRUKER CORPORATION |
|----------------|--------|--------------------|
|           |   |               |
|           |   |               |
|           |   | By:           |   |
|           |   |               |   |
|           |   |               |   |
| Name:     |   |               | Title  |   |
|           |   |               |
| Address:  |   |               |   |
|           |   |               |   |
|           |   |               |   |
|                |        |                    |  |  |  |  |  |

 

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EXHIBIT 1

 

TOSTOCK OPTION AGREEMENT

 

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Ladies and Gentlemen:

 

In connection with the exercise by me as to [**     **] shares of common stock, parvalue $.01 per share, of Bruker Corporation (the “Company”) under thenon-qualified stock option dated [**       **]**,** granted to me under the 2010 Incentive Compensation Plan, Ihereby acknowledge that I have been informed as follows:

 

1.             Theshares of common stock of the Company to be issued to me pursuant to theexercise of said option have not been registered under the Securities Act of1933, as amended (the “Act”), and accordingly, must be held indefinitely unlesssuch shares are subsequently registered under the Act, or an exemption fromsuch registration is available.

 

2.             Routinesales of securities made in reliance upon Rule 144 under the Act can bemade only after the holding period and in limited amounts in accordance withthe terms and conditions provided by that Rule, and in any sale to which that Rule isnot applicable, registration or compliance with some other exemption under theAct will be required.

 

3.             TheCompany is under no obligation to me to register the shares or to comply withany such exemptions under the Act.

 

4.             Theavailability of Rule 144 is dependent in certain cases upon adequatecurrent public information with respect to the Company being available and, atthe time that I may desire to make a sale pursuant to the Rule, the Company mayneither wish nor be able to comply with such requirement.

 

In consideration of the issuance of certificates forthe shares to me, I hereby represent and warrant that I am acquiring suchshares for my own account for investment, and that I will not sell, pledge ortransfer such shares in the absence of an effective registration statementcovering the same, except as permitted by the provisions of Rule 144, ifapplicable, or some other applicable exemption under the Act.  In view of this representation and warranty, Iagree that there may be affixed to the certificates for the shares to be issuedto me, and to all certificates issued hereafter representing such shares (untilin the opinion of counsel, which opinion must be reasonably satisfactory inform and substance to counsel for the Company, it is no longer necessary orrequired) a legend as follows:

 

“The shares of common stock represented by thiscertificate have not been registered under the Federal Securities Act of 1933,as amended, and were acquired by the registered holder, pursuant to arepresentation and warranty that such holder was acquiring such shares for hisown account and for investment, with no intention to transfer or dispose of thesame, in violation of the registration requirements of that Act.  These shares may not be sold, pledged, ortransferred in the absence of an effective registration statement under theSecurities Act of 1933, as amended, or an opinion of 

 

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counsel, which opinion is reasonably satisfactory tocounsel to the Company, to the effect that registration is not required undersaid Act.”

 

I further agree that the Company may place a stoporder with its Transfer Agent, prohibiting the transfer of such shares, so longas the legend remains on the certificates representing the shares.

 
|   | Very truly yours, |
|--------|-------------------|

 

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